International Business Companies Act - Enactment

Enactment

The Act was drafted principally by five people: Lewis Hunte, the then Attorney General of the British Virgin Islands; Neville Westwood, Michael Riegels and Richard Peters, who were partners at the law firm, Harneys; and Paul Butler, a partner from the U.S. law firm of Shearman & Sterling. The Act was subsequently amended several times, but most significantly in 1990.

The Act was passed in a partial response to the cancellation by the U.S. government of a double taxation relief treaty between the British Virgin Islands and the United States. The British Virgin Islands was not alone in this regard; this was part of a policy of mass-repeal by the United States of double tax relief treaties with "microstates".

Despite the British Virgin Islands being an English common law jurisdiction, the Act drew heavily upon elements of Delaware corporate law. This reflected the market for British Virgin Islands companies prior to the repeal of the double-tax treaty. The essence of the Act was that a company incorporated under that legislation was prohibited from conducting business with people resident within the Territory (i.e. it was for International Business), and in exchange the company was exempt from all forms of British Virgin Islands taxation and stamp duty.

Parts of the Act were quite radical for the time. The Act abolished the concept of ultra vires for companies, considerably restricted the requirement for corporate benefit, it permitted companies to change their corporate domicile from one jurisdiction to another, it allowed "true merger" of two different corporate entities, and introduced the concept of voting trusts to the jurisdiction.

The Act was passed into law by the Territory's legislature on 15 August 1984.